USA TODAY Co. (TDAY) director receives 3,508-share RSU grant in lieu of $30K fees

Rhea-AI Filing Summary

Louis John Jeffry reported acquisition or exercise transactions in this Form 4 filing.

USA TODAY Co., Inc. director Louis John Jeffry received 3,508 shares of common stock through restricted stock units that immediately vested, granted in lieu of retainer fees of $30,000 and issued under Rule 16b-3. The award was recorded at a price of $0.0000 per share as a compensation grant rather than an open-market purchase.

Following this award, Jeffry directly holds 665,108 shares of common stock and also reports indirect ownership of additional shares through several family-related trusts with separate reported balances.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Louis John Jeffry

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,508	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 665,108 shares (Direct, null); Common Stock — 13,471 shares (Indirect, Marital Trust U/A John J. Louis, Jr. Trust)

Footnotes (1)

1. [object Object]

Key Figures

RSU shares granted: 3,508 shares Retainer fees value: $30,000 Grant price per share: $0.0000/share +4 more

7 metrics

RSU shares granted 3,508 shares Restricted stock units converted one-for-one into common stock

Retainer fees value $30,000 Fees replaced by RSU grant for director compensation

Grant price per share $0.0000/share Stated transaction price for RSU conversion

Direct holdings after grant 665,108 shares Common stock directly owned following RSU award

Indirect trust holding (fbo John Jeffry Louis) 9,873 shares Common stock held indirectly via trust

Indirect trust holding (fbo Tracy L. Merrill) 3,478 shares Common stock held indirectly via separate trust

Indirect marital trust holding 13,471 shares Common stock held indirectly via marital trust

Key Terms

restricted stock units, retainer fees, Rule 16b-3, indirect ownership

4 terms

restricted stock units financial

"Reflects restricted stock units which immediately vested and converted into common stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

retainer fees financial

"granted in lieu of retainer fees of $30,000 and issued in a transaction"

Rule 16b-3 regulatory

"issued in a transaction exempt under Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

indirect ownership financial

"indirect holdings reported through several family-related trusts"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 04:21 PM Accepted by SEC EDGAR 07/01/2026 - 04:20 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Louis John Jeffry

(Last) (First) (Middle)

C/O USA TODAY CO., INC.

175 SULLY'S TRAIL, SUITE 203

(Street)

PITTSFORD NEW YORK 14534

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
USA TODAY Co., Inc. [ TDAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/30/2026		A(1)		3,508	A	$0(1)	665,108	D
Common Stock								13,471	I	Marital Trust U/A John J. Louis, Jr. Trust
Common Stock								3,478	I	John J. Louis, Jr. Trust under the Will of John J. Louis fbo Tracy L. Merrill
Common Stock								9,873	I	John Jeffry Louis, Jr. Trust under the Will of John J. Louis fbo John Jeffry Louis

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects restricted stock units which immediately vested and converted into common stock on a one-for-one basis, granted in lieu of retainer fees of $30,000 and issued in a transaction exempt under Rule 16b-3.

Remarks:

	/s/ Polly Grunfeld Sack, Attorney-in-Fact for John Jeffry Louis	07/01/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did USA TODAY Co. (TDAY) director Louis John Jeffry report on this Form 4?

Louis John Jeffry reported receiving 3,508 shares of USA TODAY Co. common stock via restricted stock units. These units vested immediately and were granted as part of his director compensation, replacing $30,000 of retainer fees rather than reflecting an open-market stock purchase.

How many USA TODAY Co. (TDAY) shares did Louis John Jeffry acquire in this transaction?

He acquired 3,508 shares of common stock through restricted stock units that immediately converted into shares. This grant was compensation-related, issued in lieu of cash retainer fees, and carried a stated price of $0.0000 per share under the company’s equity compensation framework.

Was Louis John Jeffry’s Form 4 transaction a market purchase or sale of TDAY stock?

The Form 4 shows a compensation grant, not a market trade. Jeffry received 3,508 shares from restricted stock units granted in lieu of $30,000 of retainer fees, issued under Rule 16b-3, with no open-market buying or selling reported in this filing.

What are Louis John Jeffry’s direct USA TODAY Co. (TDAY) share holdings after this Form 4?

After the restricted stock unit grant and immediate conversion, Louis John Jeffry directly holds 665,108 shares of USA TODAY Co. common stock. The Form 4 separately lists additional indirect holdings held through several family-related trusts, each with its own reported share balance.

How were the restricted stock units for Louis John Jeffry valued in this TDAY filing?

The restricted stock units were granted in lieu of retainer fees totaling $30,000 and converted into 3,508 common shares. The Form 4 lists a transaction price of $0.0000 per share, indicating the award was treated as non-cash equity compensation under Rule 16b-3.

Does Louis John Jeffry have indirect holdings of USA TODAY Co. (TDAY) stock?

Yes. The Form 4 reports indirect ownership of common stock through multiple family-related trusts, each with its own share balance. These include trusts for his benefit and for a family member, as well as a marital trust, in addition to his direct holdings of 665,108 shares.